주주총회의 활성화방안에 관한 연구

Abstract

For soundness in corporate governance, the general meeting of shareholders must properly function. If the general shareholders' meeting becomes meaningless, the surveillance and supervision of the board of directors cannot be properly performed, and the company's management has no choice but to be not transparent. It has been pointed out that general shareholders' meetings in South Korea are being operated inefficiently and in a perfunctory manner. We would like to suggest a method to address these issues as follows. While going through the 1997 currency crisis, the right to propose shareholder proposals was stipulated in the Commercial Act to improve corporate governance. The Commercial Act stipulates '3/100 of the total number of issued stocks having voting rights' as a requirement for exercising the shareholder's proposal right. Since this requirement is difficult to meet in reality, it is needed to mitigate it to approximately 1/100 in consideration of foreign legislative examples. Additionally, shareholders must exercise their shareholder proposal right six weeks ahead of the date of the general meeting, and the notice of convening the general meeting of shareholders must be made two weeks prior to the date of the general meeting. It is necessary to amend the Commercial Act to adjust the notice and announcement period for the convening of the general meeting of shareholders and the timing of shareholder proposals, because it is difficult for ordinary minority shareholders to know realistically that the general shareholders' meeting is held six weeks before. Until now, the attendance rate of minority shareholders in voting at the general shareholders' meeting was low owing to time and venue restrictions. Implementing the electronic voting system should be made mandatory, providing opportunities for much more minority shareholders to exercise their rights. In order to increase the shareholder's participation rate in the general shareholders' meeting and to achieve a shareholder-friendly management culture, the system should be improved for the electronic general meeting of shareholders to be activated, by getting out of the practices focused on the field general meeting of shareholders. First of all, the accompanying cost increase and technical problems with introducing a pure virtual electronic general meeting of shareholders should be resolved. And a system for interactive communication rather than one-way communication must be established in order to prevent shareholders from becoming spectators without stating their views. To this end, financial and institutional support for nurturing solution companies with expertise should be achieved. Due to abolishing the shadow voting system, it became difficult to secure voting rights at the general shareholders' meeting. In the Republic of Korea, in order to facilitate to secure voting rights through amending the law, the electronic power of attorney system was introduced so that recommending the power of attorney could be electronically made, the degree of the utilization, however, is not still high. It is a must to activate the electronic power of attorney system in order to resolve the issues led by the insufficient quorum for the future general meeting of shareholders. Likewise, it must be supported by a change in the perception that investors should be interested in the general meeting of shareholders and actively exercise their rights as well as the institutional improvement which is required for activating the general meeting of shareholders.